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Terms and Conditions
	Veterinary Hospital Association (“VHA”) – On-Line Pharmacy Affiliate Program Terms & Conditions If you choose to join VHA’s On-Line Pharmacy Affiliate Program (“Program”), your membership with be subject to the following terms and conditions: ________________________________________ 1. Enrollment in the Program To enroll in the Program, you must be a member of the Veterinary Hospital Association, and you must submit an on-line application through YourVetsPharmacy.com. Your application will evaluated by VHA’s staff and you will be notified of your acceptance or rejection. Your application may be rejected if, in our sole discretion, we determine for any reason that your website is not compatible with the Program’s website or that you are not a VHA member. VHA may, at its discretion, permanently bar you from participation in the Program if your website or business is inconsistent with VHA’s objectives or the operation of its Program. If we reject your application, we will inform you of our decision. Provider, as used in this document, shall mean VHA, VHA Ventures, LLC, and MediPets Ventures, LLC . The term “Affiliate” refers to applicants who are approved to participate in the Program. 2. Links on Affiliate Site All links that you will use in the Program will be provided to you by Provider via YourVetsPharmacy.com or by other means selected by us. Affiliates may consider requests to use other serving mechanisms, third party or otherwise, on a case by case basis, and we will determine, in our sole discretion, to deny or discontinue affiliations based on non-compliance with this request. * General Links, Buttons, Banners and Text links to www.YourVetsPharmacy.com Home Page: You may display a general link on your website to Provider's home page in a format to be approved by us, which approval shall not be unreasonably withheld. Such links may take the form of graphics, banners, and buttons, that VHA will make available to you through the YourVetsPharmacy.com interface. General links may also include text links (which must receive approval by the Provider Program Manager if the copy deviates from product descriptions available on the www. YourVetsPharmacy.com site), the words "in association with YourVetsPharmacy.com" or any other copy, text and promotions offered by Provider. Provider will provide guidelines to use when linking to our site. * Product and Product Category Links: In addition to general links to the Provider site, Provider will make available to you links to one or more of our products or product categories which you may display on your site. Special links for products or categories which will link from your site to the corresponding www.YourVetsPharmacy.com product or category page. Links to specific products or categories may have various restrictions on them. For example, Provider may place limitations on the availability of links based on such things as seasonality of the product, time restrictions for product promotions, and/or product inventory. Subject to any such restrictions, you may add or delete products (and related links) from your site at any time without Provider approval. * Coupon and Code Offers: At no time are you allowed to use on your website any coupon offer, source code offer, or code offer of any kind which utilizes special offers and codes created by YourVetsPharmacy.com if not made available to Affiliate within an Authorized Link, and all such uses are prohibited. 3. Affiliate's Responsibilities 3.1. (A) Affiliate will link its site to areas within Provider's site using special URLs specified by Provider (the "Required URLs"). Affiliate may only post links directly from Affiliate's site to Provider's site. Affiliate may post on its own site as many links to the Required URLs and the rest of Provider's site as needed. Affiliate is prohibited from linking directly to Provider's site in any way other than directly from Affiliate's site (as indicated in Section 3.4 below). The position, prominence and nature of links on your site shall comply with any requirements specified by the Provider, but otherwise will be at your discretion. Direct linking to Provider’s site from a paid search result, e-mail, etc., without the express permission from Provider, is prohibited. Affiliate must be able to provide, upon request from VHA, a full list of all URLs that you are using to promote Provider. Affiliates found to not be disclosing all URLs and methods of promotion may be removed from Provider’s program at any time and forfeit their commissions. (B) Affiliate agrees not to, directly or indirectly, use or enable, in connection with the Provider website or Authorized Link, or any related or affiliated website or link, any software applications, BHOs (browser helper objects), or downloadable reminder services that pop-up, improperly redirect the user, interfere with online tracking or reporting, or any other actions deemed inappropriate by Provider in its sole discretion (referred to herein as "Inappropriate Activities"). This includes, but is not limited to, any software used to hide referring URLs or “cloaking” services used to trick search engines. (C) Affiliate agrees that it is not in any way an agent or representative of Provider in any capacity whatsoever and that the parties’ only relationship is for the terms set forth in this Agreement. As such, Affiliate agrees not to represent or act as an agent for Provider, to attempt to bind Provider in way, or to allow this Agreement to create any tax nexus or other jurisdiction over Provider in any state where Affiliate may itself have nexus or jurisdiction. If any party shall assert that this Agreement, or the relationship created by this Agreement, in any way creates any responsibility of Provider in any jurisdiction or asserts a relationship other than as contemplated by the parties, then this Agreement shall be retroactively null and void as a mutual mistake of fact or law, as the case may be, and the relationship shall be treated as though it never existed. Any further payments under the Agreement shall also be void in that circumstance. (D) Affiliate agrees to report all income paid under this Agreement to all required taxing authorities and provide documentation to Provider, if requested in writing, that it has done so. If requested by Provider, any Affiliate earning over $5,000 per year agrees to prepare and promptly return to Provider any certification or documentation requested by Provider. Any Inappropriate Activities, including but not limited to those described herein, shall be deemed a material breach of this Agreement and will result in termination from the Program. Provider also reserves the right to disallow commissions from any Inappropriate Activities. 3.2. Affiliate agrees not to make any representations, warranties or other statements concerning Provider, Provider's site, any of Provider's products or services, or Provider's site policies, except as expressly authorized by this Agreement. 3.3. Affiliate is responsible for notifying Provider of any malfunctioning of the Required URLs or other problems with Affiliate's participation in this Agreement. We will promptly respond to all concerns upon your notification. 3.4 Covenant Not To Compete: Affiliate is hereby prohibited from and agrees to refrain from the following activities: (A) purchasing or bidding on any word, phrase, URL, trademark, or variation thereof which is derived from Provider's trademarks and service marks, including but not limited to those listed in the list of excluded terms below (the "Prohibited Keyword List"); (B) purchasing or bidding on any word, phrase, URL, trademark, or variation thereof which causes click-throughs to land directly on any Provider owned or operated URL; (C) bidding or in any manner appearing higher than Provider for any search term in position 1-5 in any auction style pay-per-click advertising program; (D) incorporating, in any manner, on Affiliate's site(s) within the Title, Description or Keyword meta tags, any word, phrase, URL, trademark, or variation thereof which is derived from Provider's trademarks and service marks, including but not limited to those listed in the list of excluded terms below; and (E) incorporating, in any manner, on Affiliate's site(s) any coupon offer, source code offer, or code offer of any kind which utilizes special offers and codes created by Provider if not made available to Affiliate within an Authorized Link. Prohibited Keyword List VHA Veterinary Hospital Association Veterinaryhospitalassociation Yourvetspharmacy.com Yourvetspharmancy Medipets Medipets.com 3.5. Coupon Restrictions: It will be considered a breach of this Agreement to utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authored for the Affiliate Program and explicitly authorized for you use, and we reserve the right to withhold or disallow payment for violations under this section. 3.6.1. E-Mail Restrictions: Affiliate may not transmit any email, instant message or similar communication containing any material relating to Provider including, without limitation, Provider's name, any Authorized Link or Provider trademark, product, image or logo, without Provider's prior written consent. In the event Provider grants such consent, Affiliate agrees to: (i) submit all materials that are proposed to be sent in connection with any such campaign to Provider for Provider's prior approval and (ii) comply with industry best practices and all laws applicable to such communication, including the CAN-SPAM Act of 2003. 3.6.2. E-Mail Solicitation: Affiliate may under certain limited circumstances send emails using Content provided by Provider if the following conditions are met: (A) The From Line of each email must contain Affiliate's name. Provider's name must not be included or referenced in any way in the From Line. The email must be designed so as to be clear that it is being sent from Affiliate and not Provider. Among other things, the Provider Content must be only one element of the email, and the primary purpose of the email may not be the marketing of Provider’s services. Only Content provided by Provider may be used in the emails. (B) Affiliate will create a process by which email recipients may opt-out of receiving future email from Affiliate. Affiliate must have the necessary processes in place to immediately remove such email address from its email list. Among other things, Affiliate must maintain a Do-Not-Email List, and every opt-out request must be placed on this list. (C) If Affiliate intends to generate email through a third party supplier, Affiliate must disclose the identity of that supplier to Provider. Affiliate is responsible for all emails generated on Affiliate’s behalf by a third party, and such emails must comply with all requirements set forth in this Agreement. (D) Affiliate must submit for Provider approval a marketing plan describing how many times and how often an email will be generated to any one email address. Affiliate is not permitted to send an email to any one email address more than once in any 14-day period. The entire content of each email that will be generated under an email campaign must be submitted to Provider in advance for review and written approval. (E) Affiliate must comply in all respects with the CAN-SPAM Act of 2003. Among other things, Affiliate must have all lists scrubbed against its Do-Not-Email List before any email campaign begins and at least every 10 days during each campaign. (F) Provider may request that Affiliate immediately stop any email campaign containing Provider Content or Provider Marks, for any reason, in its sole discretion. 3.7. Content Restrictions: Affiliate may only use the Content provided by Provider for purposes of creating an Authorized Link. Content shall not be modified without Provider’s prior written consent. Provider will provide Affiliate with information needed to enable Affiliate to link to the Provider site, and Affiliate agrees to cooperate fully with Provider to maintain such links. Affiliate agrees not to make any representations, warranties or other statements concerning Provider, the Provider site, any of Provider's products or services, or Provider site policies, except as expressly authorized by this Agreement. 3.8. Confidentiality: You agree that all information including, without limitation, the terms of this Agreement, and any and all business and financial information, pricing, sales, marketing and promotion information concerning us or our corporate affiliates shall remain strictly confidential. You shall not use such information, directly or indirectly, to compete against Provider. 4. Commissions 4.1. Affiliates shall receive compensation as set forth in the Affiliates’ and VHA’s membership agreement. Such compensation shall be based upon products sold by Provider to a visitor to Provider's site ("Customer") and if that Customer has accessed Provider's site and purchased the product or service via an Authorized Link; provided, however, that no compensation may be paid for amounts due to Affiliate in the event that Affiliate is found by Provider to have violated Affiliate's covenant not to compete contained in Section 3.4 herein or the Affiliate's covenant not to engage in Inappropriate Activities contained in Section 3.1(B) herein. 4.2. An "Authorized Link" is a link from Affiliate's site to Provider using one of the Required URLs or any other URL provided by Provider. An "Authorized Link" specifically excludes any link located other than directly on Affiliate's site. A "Session" is the period of time beginning from a Customer's initial contact with Provider’s site via a link from Affiliate’s site and terminating when the Customer either returns to the www.YourVetsPharmacy.com site via a link from a site other than Affiliate’s site or this Agreement expires or is terminated. 4.3. Provider shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Provider and the Customer. 4.4. All determinations of an Authorized Links and whether a compensation is payable will be made by VHA and will be final and binding on both Provider and Affiliate. Prices for the products will be set solely at our discretion. 5. Ownership and Licenses. 5.1. Each party owns and shall retain all right, title and interest in its respective names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. 5.2. Except as set forth in Section 5.3 below, Provider grants Affiliate a revocable, non-exclusive, worldwide license to use the links, images and messages described in Sections 2 and 6, and such other images for which we grant express permission, for the sole purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify any of the links, images, or messages provided by us to you in any way. We reserve all of our rights in the links, images, the messages, our trade names and trademarks, and all other intellectual property rights. You may not copy, distribute, reverse engineer, or create derivative works from any of the links, images, or messages in any way. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 5.3 The license granted herein does not include and the following uses are expressly prohibited: Uses of Provider's name, logo, trademark, or service mark which represent the "brand" name of the catalog company ("Brand") in any manner whatsoever in connection with an agreement with a third party -- whether written or oral, whether free or paid -- to advertise, market, or promote the Brand or Affiliate. Violation of the terms of this license shall be cause for immediate termination as an Affiliate. 5.4. Affiliate grants Provider a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner advertisement submitted by Affiliate solely for co-branding purposes or as a return link from Provider's site to Affiliate's site. We will remove such graphic or banner advertisement upon your request. 6. Identifying Yourself as an Affiliate We request that you identify yourself as an Affiliate of Provider. However, this affiliation may not be promoted by you, the Affiliate, in any way whatsoever that falls outside the scope of links described above, without prior approval by Provider. Such promotions requiring prior approval may include, but are not limited to, press releases, marketing materials, media kits, screen shots, graphics altered for co-branding or any other such format. 7. Termination 7.1. The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party at least five (5) days prior written notice of such termination. This Agreement shall automatically terminate if you are no longer a member of VHA. Upon termination, all Provider-related content and links shall be promptly removed from your site. You are only eligible to earn compensation on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. However, all rights to payment, causes of action and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement. 8. Representations 8.1. Each party represents and warrants to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; including but not limited to laws and regulations under the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN-SPAM Act of 2003); (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 8.2. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 9. Cross-Indemnification Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees and costs) brought by a third party, arising out of a breach, or alleged breach, of any of its representations, warranties, or obligations herein. 10. Limitation of Liability 10.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 10.2. The parties agree that Provider and its officers, directors, members, employees and agents shall not be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 11. General 11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 11.2. This Agreement will be governed by the laws of the United States and the State of Minnesota, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Minnesota, and you irrevocably consent to the jurisdiction of such courts. If you need to send official correspondence, send it via registered mail to Provider's headquarters. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. 11.3. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. 11.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 12. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEES, OR STATEMENTS OTHER THAN AS SET FORTH IN THIS AGREEMENT.
	I have read, understand and agree to the above terms and conditions.

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